Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On December19, 2017, Lonestar Resources America,Inc. (“LRAI”), a subsidiary of Lonestar Resources US Inc. (the “Company”), and certain subsidiaries of LRAI (the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative (the“Representative”) of the several initial purchasers named therein (the “Initial Purchasers”), in connection with an offering (the “Notes Offering”) of $250 million aggregate principal amount of 11.250% senior notes due 2023 (the “Notes”). LRAI intends to use the net proceeds of the Notes Offering to redeem its 8.750% Senior Notes due 2019 (the “8.750% Senior Notes”) and to repay a portion of the borrowings outstanding under its revolving credit facility. The Notes Offering is expected to close on January4, 2018, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and agreements by LRAI and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, LRAI and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the rulesand regulations promulgated thereunder (the “Securities Act”), or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, LRAI and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by LRAI or the Guarantors (other than the Notes) for a period of 60 days after the date of the Purchase Agreement without the prior written consent of the Representative.
Certain of the Initial Purchasers and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company, LRAI and their affiliates in the ordinary course of business for which they have received and would receive customary compensation. In particular, affiliates of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., ABN AMRO Securities (USA) LLC, Barclays Capital Inc. and Comerica Securities, Inc. are lenders under LRAI’s revolving credit facility, and, as a result, will receive a portion of the net proceeds from the Notes Offering in such capacities. In addition, certain of the Initial Purchasers or their affiliates may hold positions in the 8.750% Senior Notes, and, as a result, will receive a portion of the net proceeds from the Notes Offering in such capacities. In addition, in the ordinary course of their various business activities, the Initial Purchasers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve securities and/or instruments of the Company, LRAI and their affiliates.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit10.1 and is incorporated herein by reference.
Contemporaneously with the Notes Offering, the Company issued notices of redemption in respect to its outstanding 8.750% Senior Notes due 2019.
Item 7.01 Regulation FD Disclosure.
On December19, 2017, the Company issued a press release announcing the pricing of the Notes Offering. A copy of the press release is included as Exhibit99.1 hereto and incorporated herein by reference.
The information furnished to this Item 7.01 shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits